THIS OPTION AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS. THIS
OPTION AND THE
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE
OFFERED OR SOLD,
PLEDGED OR OTHERWISE DISTRIBUTED, NOR MAY THE SHARES OF COMMON
STOCK ISSUED UPON
EXERCISE HEREOF BE TRANSFERRED ON THE BOOKS OF THE COMPANY, EXCEPT
IN A
TRANSACTION THAT (I) IN THE OPINION OF COUNSEL THAT IS SATISFACTORY
TO THE
COMPANY, WOULD RESULT IN NO VIOLATION OF SAID REGISTRATION
PROVISIONS, AND (II)
WOULD COMPLY WITH THE TRANSFER RESTRICTION PROVISIONS CONTAINED IN
A CERTAIN
STOCKHOLDER AGREEMENT REFERENCED IN THIS AGREEMENT.
BIOFORCE NANOSCIENCES, INC.
2003 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
* * * * *
Option Holder:
________________________________________
Option Grant Date:
________________________________________
Exercise Price:
$_____________ per share
Number of Shares subject to this Option:
_____________________________________
Type of Option:
|_| Incentive |_|
Nonqualified Stock Option
Subject to the following vesting schedule:
<TABLE>
<CAPTION>
================================================================================================================
Number of
Cumulative Total of
Vesting
Option Shares Subject to
Option Shares Subject to
Vesting Date
Schedule
Vested Purchase Right
Vested Purchase Right
----------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
================================================================================================================
</TABLE>
THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of the
Option Grant
Date specified above, by and between BioForce Nanosciences, Inc., a
Delaware
corporation (the "Company") and the Option Holder named above, is
entered into
pursuant to the 2003 Stock Option Plan of the Company (as the same
may be
amended, restated, supplemented and other modified from time to
time, the
"Plan"). All capitalized terms not otherwise defined in the text of
this
Agreement have the meanings ascribed to them in the Plan.
<PAGE>
1) Grant
of Options. Subject to the terms and conditions of the Plan and
this
Agreement,
the Company hereby grants to the Option Holder the option (this
"Option")
to purchase from the Company the number of shares of Common
Stock set
forth above (such shares of Common Stock are referred to as the
"Option
Shares").
2) Option
Exercise Price. The exercise price to be paid for the Option
Shares
shall be
as set forth above, which, with respect to Incentive Stock
Options,
is not less than [100%][110%](1) of the fair market value of
the
Option
Shares on the Option Grant Date.
3)
Vesting. The Option Holder may only exercise the right to purchase
the
Option
Shares to the extent such right is vested. The vesting schedule
for
the Option
Holder's purchase right is set forth above. The right to
purchase
Option Shares shall only continue to vest while the Option
Holder
is
employed by the Company or otherwise engaged as an Officer,
Director or
Consultant. If the Option Holder's services with the Company (or
a
Subsidiary) terminate for any reason, the Option Holder's purchase
rights
under this
Agreement shall no longer continue to vest.
4) Minimum
Exercise Amount. The minimum number of Option Shares that the
Option
Holder may purchase at any time is [500] or such other number
of
shares as
the Plan Administrator determines from time to time, provided
that if
the vested portion of this Option is less than such number of
Option
Shares, this Option may be exercised with respect to all Option
Shares for
which it is vested.
5)
Expiration of Option. Subject to the other provisions in this
Agreement
and the
Plan that further limit or terminate the purchase rights of the
Option
Holder, none of the Option Shares may be purchased after 10
years
from the
Option Grant Date.
6)
Exercise of Options.
a)
Except as
otherwise provided herein, this Option may only be
exercised by the Option Holder's delivery of an Exercise Notice
during the Option Period to the Company (attention: 2003 Stock
Option Plan Administrator), with cash payment in the amount of
the
exercise price multiplied by the number of Option Shares being
purchased.
b)
Upon
fifteen (15) days advanced written notice by the Company to the
Option Holder of the Company's intent to consummate a Change in
Control, the Company shall have the right, exercisable in the
Company's sole discretion, to require that the Option Holder
exercise the Option Holder's right to purchase all the Options
Shares that the Option Holder has a vested right to purchase
within
such fifteen-day period. If the Option Holder fails to exercise
such
right as to all the Option Shares that the Option Holder has a
vested right to purchase within such fifteen-day period, then
the
Option Period with respect to the remaining Option Shares not
so
purchased shall immediately terminate.
c)
If within
thirty (30) days prior or one hundred eighty (180) days
after a Change in Control, the services of Option Holder are
terminated by the Company (for reasons other than for Cause) or
are
terminated by the Option Holder for Good Reason (as defined
below),
then the Option Holder shall have a vested right to purchase all
of
the Option Shares hereunder. As used herein, "Good Reason" means
any
of the following:
----------
(1) Use 110% for
stockholders owning greater than 10% of the issued and
outstanding shares of stock.
-2-
<PAGE>
i) A
material reduction or negative change of the Option Holder's
duties and responsibilities (unless such reduction or change
is contemplated pursuant to a written agreement between the
Option Holder and the Company);
ii) A material
change in the working conditions of the
